UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2026
Commission
File No. 001-41079
Currenc
Group Inc.
(Translation
of registrant’s name into English)
410
North Bridge Road,
Spaces
City Hall,
Singapore
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form
20-F ☒ Form 40-F ☐
Information
Contained in this Report
On
January 2, 2026, Currenc Group Inc. (Nasdaq: CURR) (“Currenc” or the “Company”) announced that its wholly owned
subsidiary, Seamless Group Inc. (“Seamless”), has entered into a definitive share purchase agreement (the “Share Purchase
Agreement”) to sell its 60% controlling interest in Tranglo Sdn. Bhd. (“Tranglo”) to New Margin Holding Limited (“New
Margin”). Pursuant to the Share Purchase Agreement, New Margin will acquire 100,465 ordinary shares of Tranglo from Seamless for
an aggregate purchase price of US$400 million (the “Transaction”), with US$200 million payable on the closing of the Transaction
and US$200 million due ninety (90) days after the closing of the Transaction. Closing is subject to certain conditions, which include
securing regulatory approval and any third party consents. If closing conditions have not been satisfied or waived by the parties by
September 30, 2026, the Share Purchase Agreement will automatically terminate. The Share Purchase Agreement is governed by the laws of
Malaysia.
A
copy of the Company’s press release dated January 2, 2026 announcing the Transaction is furnished as Exhibit 99.1 to this Report
on Form 6-K. A copy of the Share Purchase Agreement is furnished as Exhibit 99.2 to this Report on Form 6-K. The descriptions of the
Share Purchase Agreement and the Transaction in this Report on Form 6-K and in Exhibit 99.1 do not purport to be complete and are qualified
in their entirety by reference to the Share Purchase Agreement furnished as Exhibit 99.2 and to any additional definitive agreements,
if and when executed.
This
Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, contains forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, among other things,
statements regarding the Transaction, the anticipated structure and timing of the Transaction, expected ownership percentages, listing
and governance expectations, contemplated restructuring and divestiture activities, and pre-closing financing activities. Important factors
that could cause actual results to differ materially are included in Currenc’s filings with the U.S. Securities and Exchange Commission.
Currenc undertakes no obligation to update any forward-looking statements except as required by applicable law.
The
information furnished in this Report on Form 6-K, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.
No
Offer or Solicitation
This
filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or
the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
INDEX
TO EXHIBITS
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated January 2, 2026, titled “Currenc Group Announces Strategic Divestment of Controlling Interest in Tranglo
to New Margin Holding for US$400 Million”. |
| 99.2 |
|
Share Purchase Agreement, dated January 1, 2026, by and between Seamless Group Inc. and New Margin Holding Limited. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
January 2, 2026
| |
CURRENC
GROUP INC. |
| |
|
|
| |
By: |
/s/
Wan Lung Eng |
| |
Name:
|
Wan
Lung Eng |
| |
Title: |
Chief
Financial Officer |
